Miragen Therapeutics, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 11/13/2020   Download
SEC Document
SEC Filing
On November 12, 2020, Miragen Therapeutics, Inc. (the “Company”) implemented a reverse split of its issued and outstanding common stock at a ratio of 1-for-15 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 15 shares of the Company’s common stock issued and outstanding as of 12:01 a.m. (Eastern Time) on November 13, 2020 were automatically combined and converted into one share of common stock, par value $0.01 per share. The Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the symbol “MGEN,” but has been assigned a new CUSIP number (60463E 202). The Reverse Stock Split reduced the number of shares of common stock issuable upon the conversion of the Company’s outstanding preferred stock and the exercise or vesting of its outstanding stock options, restricted stock units and warrants in proportion to the ratio of the reverse stock split and caused a proportionate increase in the conversion and exercise prices of such stock options and warrants. The Reverse Stock Split did not change the total number of authorized shares of common stock or preferred stock.
No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split impacts all holders of the Company’s common stock proportionally and does not impact any stockholder’s percentage ownership of common stock (except to the extent the reverse stock split results in any stockholder owning only a fractional share).
The Reverse Stock Split was implemented pursuant to a Certificate of Amendment to the Company’s Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1. The Company effected the Reverse Stock Split in accordance with the authority granted to the Company’s Board of Directors by the Company’s Stockholders at the Annual Meeting of Stockholders held on May 21, 2020, which consent was given on November 4, 2020, at which time the Company’s stockholders authorized the Board of Directors to effect a stock split within a range which included a 1-for-15 stock split.
Immediately after and as a result of the Reverse Stock Split, the Company has approximately 3.91 million shares of common stock outstanding and approximately 0.40 million shares of Series A Preferred stock outstanding. The Series A Preferred stock is convertible at the election of the holder upon shareholder approval and under certain beneficial ownership limitations in to approximately 26.57 million shares of common stock.